1、1980年联合国国际货物买卖规定合同公约中英对照版一、1980年联合国国际货物买卖合同公约英文中文United Nations Convention on Contracts for the International Sale of GoodsTHE STATES PARTIES TO THIS CONVENTION,BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations
2、on the establishment of a New International Economic Order,CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States,BEING OF THE OPINION that the adoption of uniform rules which govern con
3、tracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade,HAVE DECREED as follows:PART I SPHERE OF APPLICATION AND GENER
4、AL PROVISIONSChapter I SPHERE OF APPLICATIONArticle 1(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:(a) when the States are Contracting States; or(b) when the rules of private international law lead to the application of the
5、 law of a Contracting State.(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclu
6、sion of the contract.(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.Article 2This Convention does not apply to sales:(a) of goods bought for persona
7、l, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;(b) by auction;(c) on execution or otherwise by authority of law;(d) of stocks, shares, investment securities, nego
8、tiable instruments or money;(e) of ships, vessels, hovercraft or aircraft;(f) of electricity.Article 3(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessa
9、ry for such manufacture or production.(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.Article 4This Convention governs only the formation of the contract of sale
10、and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:(a) the validity of the contract or of any of its provisions or of any usage;(b) the effect which the contract m
11、ay have on the property in the goods sold.（法国是合同订立时转移，德国另外订立物权合同，美国是特定化后转移所有权，英国是特定化后在以当事人的意图决定所有权，我国是动产按照占用交货时转移，不动产按登记。）Article 5This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.Article 6The parties may exclude the applica
12、tion of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.Chapter II GENERAL PROVISIONSArticle 7(1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application
13、 and the observance of good faith in international trade.(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the l
14、aw applicable by virtue of the rules of private international law.Article 8(1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.(2) If the p
15、receding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.(3) In determining the intent of a party or the understandi
16、ng a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.Article 9(1) The parties are bound by an
17、y usage to which they have agreed and by any practices which they have established between themselves.(2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in in
18、ternational trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned.Article 10For the purposes of this Convention:(a) if a party has more than one place of business, the place of business is that which has the closest relations
19、hip to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;(b) if a party does not have a place of business, reference is to be made to his habitual residence.Article 11A contract of sale
20、 need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.Article 12Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or terminati
21、on by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from o
22、r vary the effect or this article.Article 13For the purposes of this Convention writing includes telegram and telex.PART II FORMATION OF THE CONTRACTArticle 14(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and in
23、dicates the intention of the offer or to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.(2) A proposal other than one addressed to one or more specific perso
24、ns is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.Article 15(1) An offer becomes effective when it reaches the offeree.(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offer
25、ee before or at the same time as the offer.Article 16(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.(2) However, an offer cannot be revoked:(a) if it indicates, whether by stating a fixed time for acceptance or o
26、therwise, that it is irrevocable; or(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.Article 17An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.Article 18(1) A statement made b
27、y or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication
28、 of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediat
29、ely unless the circumstances indicate otherwise.(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of
30、 the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.Article 19(1) A reply to an offer which purports to be an acceptance but contains additions, li
31、mitations or other modifications is a rejection of the offer and constitutes a counter-offer.(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offer
32、or, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.(2) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one partys liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.Article
